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AMENDED AND RESTATED  EMPLOYMENT AND NONCOMPETITION AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT (the "Agreement") is made and entered into as of October 31, 2000, by and among
Avocent International, Ltd., an Irish Single Member Company ("Employer") and wholly-owned subsidiary of Cybex Computer Products Corporation ("Cybex"), Avocent Corporation, a Delaware
corporation, and Kieran MacSweeney (the "Employee").

RECITALS

WHEREAS, Avocent Corporation and its affiliates including Apex Inc. ("Apex") and Cybex (Avocent Corporation and its affiliates are collectively referred
to in this Agreement as "Avocent") are engaged in the business of designing, manufacturing, and selling stand-alone console/KVM switching systems, console/KVM remote access products, and integrated
server cabinet solutions for the client/server computing market;

WHEREAS,
Employee and Employer entered into that certain Employment and Noncompetition Agreement dated July 1, 1999 (the "Original Employment Agreement"); and

WHEREAS,
on March 8, 2000, Apex, Cybex, and Avocent Corporation entered into an Agreement and Plan of Reorganization dated March 8, 2000 (the "Reorganization
Agreement"). Pursuant to the Reorganization Agreement, (i) Apex Acquisition Corp., a wholly-owned subsidiary of Avocent, merged with and into Apex on July 1, 2000 (the "Apex Merger"),
and upon the Apex Merger, Apex became a wholly-owned subsidiary of Avocent, and (ii) Cybex Acquisition Corp., a wholly-owned subsidiary of Avocent, merged with and into Cybex (the "Cybex
Merger") on July 1, 2000, and upon the Cybex Merger, Cybex also became a wholly-owned subsidiary of Avocent; and

WHEREAS,
for and in consideration of an increase in base pay, certain incentive bonus eligibility and awards, and an award of stock options that would not otherwise be made to
Employee, Employer, Employee, and Avocent now wish to amend and restate the Original Employment Agreement with this Amended and Restated Employment and Noncompetition Agreement.

AGREEMENT

THE PARTIES HERETO AGREE AS FOLLOWS:

1.  DUTIES.  During
the term of this Agreement, the Employee agrees to be employed by Employer and to serve Avocent as President and Managing Director of
Avocent International, Ltd, and Employee agrees to serve Avocent in such capacities. The Employee shall devote such of his business time, energy, and skill to the affairs of Avocent and
Employer as shall be necessary to perform the duties of President and Managing Director of Avocent International, Ltd. The Employee shall report to the President of Cybex and Avocent
Corporation and to the Boards of Directors of Cybex and Avocent Corporation, and at all times during the term of this Agreement, the Employee shall have powers and duties at least commensurate with
his position as President and Managing Director of Avocent International, Ltd.

2.  TERM
OF EMPLOYMENT.



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3.  SALARY,
BENEFITS AND BONUS COMPENSATION.



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4.  SEVERANCE
COMPENSATION.



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5.  NON-COMPETITION
OBLIGATIONS.  Unless waived or reduced by the Employer or Avocent, during the term of this Agreement and for a period of
12 months thereafter, the Employee will not, without the Employer's prior written consent, directly or indirectly, alone or as a partner, joint venturer, officer, director, employee,
consultant, agent, independent contractor or stockholder of any company or business, engage in any business activity in the United States, Canada, or Europe which is substantially similar to or in
direct competition with any of the business activities of or services provided by the Employer at such time. Notwithstanding the foregoing, the ownership by the Employee of not more than five percent
(5%) of the shares of stock of any corporation having a class of equity securities actively traded on a national securities exchange or on The Nasdaq Stock Market shall not be deemed, in and of
itself, to violate the prohibitions of this Section 5.

6.  MISCELLANEOUS.



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If to the Employer/Avocent:
Avocent Corporation
4991 Corporate Drive
Huntsville, AL 35805
Attn: Executive Vice President
Copy to General CounselIf to the Employee:
Mr. Kieran MacSweeney
[]
[]
[]
[]




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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

| |  | AVOCENT INTERNATIONAL, LTD.:         
| |  | -------------------------------------
| |  | By:                                  
| |  | Its:                                 
| |  | AVOCENT CORPORATION:                 
| |  | By:                                  
| |  | Its:                                 
| |  | EMPLOYEE:                            
| |  | /s/KIERAN MACSWEENEYKieran MacSweeney

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